(i) \_Dissolution\_. (1) Any Lessee Party (A) ceases to do business
as a going concern, liquidates, dissolves or otherwise terminates its
existence (B) sells, transfers or otherwise disposes of all or substantially
all of its assets or property (whether in one transaction or a series of
transactions), or (2)(A) the death or judicial declaration of incompetence of
any Guarantor that is an individual or any other individual responsible, in
whole or in part, for payment or performance of the Obligations and a
substitute Guaranty from a Guarantor acceptable to Lessor in Lessor’s sole
discretion is not in place within thirty (30) days or (B) the conviction of,
or guilty plea by, any individual Guarantor (or any other individual
responsible, in whole or in part, for payment or performance of the
Obligations) with respect to any criminal act constituting a felony or (C) any
repudiation by any Lessee Party of its obligation for the payment or
performance of the Obligations, (iv) any allegation or judicial determination
that any of the Transaction Documents is unenforceable in any material respect
or (v) a Default (as defined in any Guaranty) shall occur; or



| (j)| \_Operating Consent\_. Any event or condition constituting a breach or
other default under any Operating 
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Consent; or



(k) \_Material Adverse Change\_. There is a material adverse change
in the business, operations or financial condition of any Lessee Party or in
its, or his or her ability to comply with the Lease Documents since the
Closing Date as determined by Lessor, in its sole discretion and in good
faith; or